This is the initial public offering of shares of Class A common stock of Bamboo Insurance Services, Inc. The Selling Stockholders (as defined below) are offering 35,000,000 shares of our Class A common stock. We will not receive any proceeds from the sale of shares by the Selling Stockholders in this offering.
Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is estimated to be between $18.00and $20.00per share. We applied to list our Class A common stock on the New York Stock Exchange (the "NYSE") under the symbol "BMB." The listing will be subject to the approval of our application.
We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements for this registration statement and may do so in future filings. See "Prospectus Summary—Implications of Being an Emerging Growth Company."
This offering is being conducted through what is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C approach provides the Continuing Equity Owners (as defined below) with the tax treatment of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the Continuing Equity Owners when they ultimately redeem their pass-through interests for shares of Class A common stock or cash from the sale of newly issued shares of Class A common stock. In connection with this offering, we will enter into the Tax Receivable Agreement (as defined below), which will require us to make cash payments to the Continuing Equity Owners and Blocker Shareholders in respect of certain tax benefits to which we may become entitled and confers significant economic benefits to the Continuing Equity Owners and Blocker Shareholders, and we expect that the payments we will be required to make will be significant and could materially affect our liquidity. See "Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement."
We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of our Class A common stock will entitle the holder to one vote per share. Each share of our Class B common stock will entitle the holder to one vote per share. Class B common stock will have no economic rights. Immediately following the closing of this offering, all of the outstanding shares of our Class B common stock will be held by the Continuing Equity Owners, which, assuming an initial public offering price of $19.00 per share, the midpoint of the price range set forth on this cover page, will represent in the aggregate approximately 16% of the voting power of our outstanding common stock after this offering and 95,764,913 shares of Class A common stock will be held by the CVC Funds (as defined below) and White Mountains (as defined below) through the Blocker Shareholders (as defined below), which, assuming an initial public offering price of $19.00 per share, the midpoint of the price range set forth on this cover page, will represent in the aggregate approximately 61% of the voting power of our outstanding common stock after this offering (or approximately 58% if the underwriters exercise in full their option to purchase additional shares). As a result, we expect to be a "controlled company" within the meaning of the corporate governance rules of the NYSE. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements of the NYSE. See the section titled "Management—Controlled Company Status."
We will be a holding company, and upon consummation of this offering, our principal asset will consist of LLC Interests we acquire indirectly pursuant to the Blocker Mergers (as defined below), representing, assuming an initial public offering price of $19.00 per share, the midpoint of the price range set forth on this cover page, an aggregate 84% economic interest in Miramar Holdco (as defined below). The remaining 16% of economic interest in Miramar Holdco will be owned by the Continuing Equity Owners through their ownership of LLC Interests.
Bamboo Insurance Services, Inc. will be the sole manager of Miramar Holdco. We will operate and control all of the business and affairs of Miramar Holdco and its direct and indirect subsidiaries and, through Miramar Holdco and its direct and indirect subsidiaries, conduct our business.